Sodexo Inc. announces expiration and results of cash tender offer for certain outstanding USD notes

Sodexo Inc. announces expiration and results of cash tender offer for certain outstanding USD notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

NORTH BETHESDA, Md., May 23, 2025 /PRNewswire/ -- Sodexo Inc. (the "Offeror") announces the results of its previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 1.634% Notes due 2026 guaranteed by Sodexo S.A. (the "Securities").  

The Offer expired at 5:00 p.m., New York City time, on May 22, 2025 (the "Expiration Deadline"). 

As of the Expiration Deadline, U.S.$172,290,000 of the U.S.$500,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Offer (no Securities were submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated May 15, 2025 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents")).  Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents.

Certain information regarding the Securities and the Offer is set forth in the table below. 

The Offeror intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Offer, and to pay for such Securities on the settlement date for the Offer, which is expected to be May 28, 2025 (the "Settlement Date"). As previously announced, a Purchase Price of U.S.$975.90 will be payable for each U.S.$1,000 principal amount of such Securities. In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on such Securities up to, but not including, the Settlement Date.  For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Offer.

The Offeror announced on May 15, 2025 its intention to issue and offer for sale new USD-denominated senior guaranteed debt securities (the "New Notes"). The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the successful completion, on or before the Settlement Date, of the concurrent offering of New Notes or one or more other offerings of guaranteed senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion.

Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Offer, (ii) modify or terminate the Offer or (iii) otherwise amend the Offer in any respect.

This announcement is for informational purposes only. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC acted as the Dealer Managers for the Offer, and Kroll Issuer Services Limited acted as the Tender and Information Agent for the Offer. Questions regarding the Offer may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at sodexo@is.kroll.com. Additionally, the Offer material is available at https://deals.is.kroll.com/sodexo. Questions regarding the Offer may be directed to (i) Citigroup Global Markets Limited at (within the United States) +1 212 723 6106 (U.S. collect) or +1 800 558 3745 (U.S. toll free) / (within Europe) +44 20 7986 8969 or by email to liabilitymanagement.europe@citi.com; (ii) HSBC Securities (USA) Inc. at (within the United States) +1 (212) 525-5552 (U.S. collect) or +1 (888) HSBC-4LM (U.S. toll free) / (within Europe) +44 (0) 20 7992 6237 or by email to liability.management@hsbcib.com; (iii) J.P. Morgan Securities LLC at (within the United States) (212) 834-4818 (U.S. collect) (866) 834-4666 (U.S. toll free); (iv) Santander US Capital Markets LLC at (within the United States) +1 (212) 940-1442 (U.S. collect) +1 (855) 404-3636 (U.S. toll free) or by email to AmericasLM@santander.us; and (v) Wells Fargo Securities, LLC at (within the United States) (704) 410-4759 (U.S. Collect) or (866) 309-6316 (U.S. toll free) / (outside the United States) +33 1 85 14 06 62 or by email to liabilitymanagement@wellsfargo.com.

Forward-Looking Information

This announcement may contain "forward-looking" statements within the meaning of the United States securities laws. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the group's control. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the group's future financial position and results of operations, the group's strategy, plans, objectives, goals and targets and future developments or trends in the markets where the group participates or is seeking to participate. In some cases, forward-looking statements can be identified by terminology such as "aim", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "potential", "predict", "project", "risk", "should", "target", "will" or "would" or the negative of such terms or other comparable terminology and other similar expressions that are predictions of or otherwise indicate future events or trends. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements).

Forward-looking statements are based upon good faith assumptions by the group's management relating to the financial, market, regulatory and other relevant environments that will exist and affect the group's business and operations in the future. The group cannot give any assurance that the assumptions upon which its management based its forward-looking statements will prove to be correct, or that its business and operations will not be affected in any substantial manner by other factors not currently foreseeable by its management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement. The group disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this announcement or to reflect any change in its management's expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based. Holders are strongly cautioned not to place undue reliance on any forward-looking statement.

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SOURCE Sodexo Inc.